SEC Comment Letter for Dominari Holdings Inc. (DOMH) (CIK 0000012239) (DOMH) — May 4, 2007
Dominari Holdings Inc. (DOMH) (CIK 0000012239)
Date: May 4, 2007 · CIK: 0000012239 · Accession: 0000000000-07-022548
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE VIA FACSIMILE AND U.S. MAIL May 2, 2007 Richard C. Levin CEO, President and Chief Financial Officer Spherix Incorporated 12051 Indian Creek Court Beltsville, Maryland 20705 RE: Spherix Incorporated Form 10-K for Fiscal Year Ended December 31, 2006 File No. 0-5576
Dear Mr. Levin: We have reviewed your filing and have the following comments. If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
Financial Statements
Consolidated Statement of Operations, page 23
1. On page 15, you indicate that you agreed to a $6 million settlement to end your longstanding legal dispute with the US Department of Agriculture over the government’s award of the National Recreat ion Reservation Service contract to Reserve America. Please tell us how you determined that this settlement amount should not be included as a component of operating income. Refer to Rule 5-03(b)(7) of Regulation S-X.
Mr. Richard C. Levin May 2, 2007 Page 2 Exhibits 31 and 32
2. Your certifications are dated March 6, 2007. However, your auditor’s report is dated March 29, 2007. It is not clear how you were able to provide these certifications prior to the date of the a uditor’s report. Please advise or amend your Form 10-K for the year ended Decem ber 31, 2006 in its entirety to provide currently dated certifications . In a similar manner, pl ease address the date that your officers and directors signed the Form 10-K on page 54.
* * * *
Please respond to these comments with in 10 business days, or tell us when you will provide us with a response. Please provi de us with a response letter that keys your responses to our comments and provides a ny requested information. Detailed letters greatly facilitate our review . Please file your response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in their filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Mr. Richard C. Levin May 2, 2007 Page 3 You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692, if you have questions regarding comments on the financial statements and related matters. Sincerely, R u f u s D e c k e r Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
VIA FACSIMILE AND U.S. MAIL
May 2, 2007
Richard C. Levin CEO, President and Chief Financial Officer Spherix Incorporated 12051 Indian Creek Court Beltsville, Maryland 20705
RE: Spherix Incorporated
Form 10-K for Fiscal Year Ended December 31, 2006
File No. 0-5576
Dear Mr. Levin:
We have reviewed your filing and have the following comments. If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure. After reviewing this information, we may
or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
Financial Statements
Consolidated Statement of Operations, page 23
1. On page 15, you indicate that you agreed to a $6 million settlement to end your
longstanding legal dispute with the US Department of Agriculture over the
government’s award of the National Recreat ion Reservation Service contract to
Reserve America. Please tell us how you determined that this settlement amount
should not be included as a component of operating income. Refer to Rule 5-03(b)(7) of Regulation S-X.
Mr. Richard C. Levin
May 2, 2007 Page 2 Exhibits 31 and 32
2. Your certifications are dated March 6, 2007. However, your auditor’s report is
dated March 29, 2007. It is not clear how you were able to provide these
certifications prior to the date of the a uditor’s report. Please advise or amend
your Form 10-K for the year ended Decem ber 31, 2006 in its entirety to provide
currently dated certifications . In a similar manner, pl ease address the date that
your officers and directors signed the Form 10-K on page 54.
* * * *
Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response. Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information. Detailed letters
greatly facilitate our review . Please file your response on EDGAR as a correspondence
file. Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Mr. Richard C. Levin
May 2, 2007 Page 3
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant, at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.
Sincerely, R u f u s D e c k e r
Accounting Branch Chief